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PRCC.OB > SEC Filings for PRCC.OB > Form 8-K/A on 8-Oct-2008All Recent SEC Filings

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Form 8-K/A for PRICESTER.COM, INC.


8-Oct-2008

Changes in Registrant's Certifying Accountant, Financial Statements and Exh


ITEM 4. CHANGES IN CERTIFYING ACCOUNTANT

(a) On August 18, 2008, Baum & Company, P.A., its independent public accountant resigned due to a material deficiency in Pricester's internal control and lack of corporate governance.

Baum & Company, P.A. reports on Pricester.com, Inc.'s financial statements for either of the past two years, December 31, 2007 and 2006, did not contain an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles.

During Pricester.com, Inc.'s two most recent fiscal years, December 31, 2007 and 2006, and the subsequent period through the date of resignation, January 1, 2008 through August 18, 2008, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement(s), if not resolved to the satisfaction of Baum & Company, P.A., would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report as described in Item
304 (a)(1)(iv) of Regulation S-B.

Subsequent to Pricester.com, Inc.'s most recent quarter ended June 30, 2008, the auditor advised the registrant that he believed there was a material deficiency in internal controls and a lack of corporate governance regarding Pricester's acquisition of Genesis. Despite several requests, the auditor did not receive the necessary documents and financial records to audit the financial records of Genesis, prepare the required overdue 8K proforma financials of the acquisition and to perform the review of the Form 10Q and related financial statements. The auditor did not feel comfortable with management and their lack of due diligence in their recent acquisition and other matters. The board of directors discussed the subject matter of the disagreement with the former accountant and the registrant has authorized the former accountant to respond fully to the inquiries of the successor accountant concerning the subject matter of such disagreements.

(b) On August 18, 2008, the board of directors of Pricester.com, Inc. engaged the accounting firm of Kramer, Weisman & Associates as principal accountants of Pricester.com, Inc. for the fiscal year ended December 31, 2008. Pricester.com, Inc. did not consult with Kramer, Weisman & Associates during the most recent two fiscal years and the subsequent interim period preceding the engagement of Kramer, Weisman & Associates on August 18, 2008 regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Pricester.com, Inc.'s financial statements. Neither written nor oral advice was provided that was an important factor considered by Kramer, Weisman & Associates in reaching a decision as to the accounting, auditing or financial reporting issue; or any matter that was the subject of a disagreement or event identified in response to paragraph (a) (1)(iv) of Item 304 of Regulation S-K.

3



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 16 - Letter from Baum & Company, P.A. dated October 7, 2008.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 7, 2008

PRICESTER.COM, INC.

By: /s/Edward C. Dillon
Name: Edward C. Dillon
Title: Chief Executive Officer

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